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Judgment
O R D E R
This is a Company Application filed by the Liquidator in relation to the voluntary liquidation of M/s. Bromex Private Limited with CIN: U51102TN2005PTC056087, having registered office at AJ-131, Flat T1, Kalpataru Apartments 1st Street, 9th Main Road, Anna Nagar, Chennai, Tamil Nadu, India, 600040 within the RoC, Chennai, under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.
The Applicant Company was incorporated under the provisions of the Companies Act, 1956. The main object of the Company is to carry on business as brokers, commission agents, factors, auctioneers, in all types, varieties, description and all kinds of oils (edible & non-edible oil, essential non – essential, industrial oil, Marine oil, other varieties of oils and/or their derivate, fractionates, by-product in any form) oil seeds, oil cakes, oil bearings materials and all type of agricultural/industrial products The elaborate details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.
The Shareholding pattern of the Companyis as The Authorised share Capital of the Company is INR 10,00,000/- (Rupees Ten Lakhs only) divided into 1,00,000 (One Lakh) equity shares of INR 10/- (Indian Rupees Ten only) each. The issued, subscribed and paid-up share capital of the Company is INR 10,00,000/- (Rupees Ten Lakhs only) divided into 1,00,000 (One Lakh) equity shares of INR 10/- (Indian Rupees Ten only) each
It is stated in the Petition that as the Petitioner Company has no significant business operations from 31st march 2022 and no revival plan could be worked out for the company hence has proposed to close down the company.
It is submitted that On 28.08.2023, Board meeting to consider winding up and voluntary liquidation of the Company as per the provisions contained under Section 59 of the Insolvency and Bankruptcy Code, 2016, and subsequently a Board Resolution was also passed to conduct the Extraordinary General Body Meeting on 16.09.2023.
In the Extraordinary General Meeting of the Shareholders of the Company took place on 16.09.2023 wherein it was resolved to appoint the Applicant herein to act as a liquidator for conducting voluntary liquidation process in relation to the Company under Section 59 of IBC, 2016.
It was submitted that the Applicant herein has conducted the Voluntary Liquidation process in respect of the Company in Liquidation in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-
| S.NO | COMPLIANCE | AVERMENTS | PAGE NO. IN THEAPPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 16.09.2023 | 175-187 |
| 2 | Sec. 59 (3) | Audited Financial statements for the years 2022 – 2023 & 2022 -2021. | 73-170 |
| 3 | Sec 59 (3) (c) and Reg 3(1)(c) | EGM dated 16.09.2023 approving the voluntary liquidation | 175 |
| 5 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 dated 23.10.2019. | 73-171 |
| 6 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 dated 16.09.2023. | 190 |
| 7 | Regulation 14 | Form-A Public Announcement in business standard (English) dated 18.09.2023 and Makkal Kural (Tamil) and IBBI website. | 188-189 |
| 8 | Section 178 of IT Act, 1961 | Intimation to the Income Tax Department | 205 |
| 9 | Reg 9 | Preliminary report dated 30.10.2023. | 199-204 |
| 10 | Reg34 | Closure of Liquidation Bank Account of RBL Bank dated 15.02.2024 | 217 |
| 11 | Reg 38 | Filing Final report dated 06.01.2024 | 218 |
| 12 | Reg 38 | Final report in GNL-2 filed with the ROC dated 13.01.2024 | 233 – 236 |
| 13 | Reg 38 | Submission of Final Report to IBBI dated 12.01.2024 | 225 |
| 14 | Reg 38 | Form-H – Compliance certificate dated 16.02.2024 | 226-232 |
It was submitted by the applicant that following claims has been received by the Liquidator and has filed the list of stakeholders as per regulation 30 of the Insolvency and Bankruptcy Board Voluntary Liquidation process regulation 2017, the claims received are extracted herein under,
It is submitted that the payments has been done to the stakeholders as follows,
The applicant has attached the details of realization during the voluntary Liquidation process which is extracted herein under
It is further submitted that after making various payments including liquidation costs paid in full as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the stakeholders as detailed below:
Thus, on examining the submissions made by the Learned Counsel for the Applicant and after perusing the documents annexed to the Application it appears that the affairs of the Company have been completely wound up and the assets of the Applicant Company have been completely liquidated and as such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of M/s. Bromex Private Limited and the Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Application CP/IB/54/2024 stands Allowed.
The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, Chennai, and also to IBBI, within 14 days from the date of this Order.